By-Laws
BY-LAWS OF
THE ECONOMETRIC SOCIETY
A Delaware Non-Stock, Non-Profit Corporation
Effective as of October 28, 2024
ARTICLE I.
Identification and Offices
Section 1. NAME AND REGISTERED OFFICE
The name of the corporation is The Econometric Society (the “Society”). The address of the registered office of the Society in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.
Section 2. OTHER OFFICES
The Society may also have other offices at such other places, both within and without the State of Delaware, as the Council (the “Council”) may from time to time determine.
ARTICLE II.
Purposes
Section 1. PURPOSES
The purposes of the Society as stated in the Certificate of Incorporation are the following:
(a) The corporation is organized and will be operated exclusively for scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”).
(b) The Society is an international society for the advancement of economic theory in its relation to statistics and mathematics. The Society operates as a completely disinterested, scientific organization without political, social, financial, or nationalistic bias. Its main object shall be to promote studies that aim at a unification of the theoretical-quantitative and empirical-quantitative approach to economic problems and that are penetrated by constructive and rigorous thinking similar to that which has come to dominate in the natural sciences.
(c) Subject to the foregoing, the Society may engage in any lawful act or activity in furtherance of its stated scientific purposes, or any other activities for which a charitable non-stock corporation may be organized under the General Corporation Law of Delaware (the “DGCL”).
Section 2. LIMITATIONS
No part of the net earnings of the Society shall inure to the benefit of, or be distributable to members of the Council, or the Society’s members or Officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1 hereof. No part of the activities of the Society will involve attempts to influence legislation by propaganda or otherwise, nor will the Society participate or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Code, or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code, or the corresponding section of any future federal tax code.
ARTICLE III.
Members
Section 1. MEMBERSHIP
Membership shall be open to anyone seriously interested in the objectives of the Society and who abides by the Society’s Professional Code of Conduct (the “Professional Code of Conduct”). The Society shall have two classes of members, general members and Fellows. The dues for both general members and for Fellows, as well as criteria for membership eligibility, shall be determined by the Executive Committee.
Section 2. GENERAL MEMBERSHIP
All persons seriously interested in the objectives of the Society shall be eligible for general membership. General members shall not be entitled to vote on any matter, except in the election of members of the Regional Standing Committees as provided in the Society’s Rules and Procedures dated October 28, 2024 (as it may be amended, modified or supplemented from time to time, the “Rules and Procedures”).
Section 3. FELLOWS
Fellows are the foundation and are at the core of the Society. The Active Fellows (as defined below) elect the Council as the governing body of the Society. The Council, at its discretion, shall consult the Fellows on any significant issue, obtaining their decision by electronic vote.
(a) NOMINATION OF FELLOWS. Candidates to become Fellows shall be nominated each year by general members, existing Fellows or the Fellows Nominating Committee. To be eligible for such nomination, a person must have published original contributions to economic theory or to such statistical, mathematical, or accounting analyses as have a definite bearing on problems in economics. The rules governing the nomination and eligibility of Fellows shall be determined by the Council.
(b) FELLOWS NOMINATING COMMITTEE. The Fellows Nominating Committee shall consist of a group of Council members and Active Fellows (as defined below) appointed by the President. The rules for the appointment and the mandate of the Fellows Nominating Committee shall be determined by the Council. The Fellows Nominating Committee shall nominate qualified candidates who are otherwise not nominated pursuant to Article III, Section 3(a); provided that, if the same candidate is nominated both by the Fellows Nominating Committee and by any other member pursuant to Article III, Section 3(a), the nomination by the Fellows Nominating Committee shall be deemed to be an endorsement of such other nomination.
(c) VOTING RIGHTS OF FELLOWS. Except as may be otherwise specifically provided by law or the Certificate of Incorporation, the Fellows shall have the voting rights and powers set forth in these By-Laws. Only those Fellows who have paid their membership dues for the current year (“Active Fellows”) shall be entitled to vote on any matter.
(d) ELECTION OF FELLOWS. New Fellows shall be elected each year by electronic vote of the Active Fellows. Each Active Fellow may vote for any and all of the nominated candidates. The percentage of votes required for election shall be determined by the Council and approved by a majority of those voting in a vote taken among the Active Fellows of the Society. The election of the new Fellows shall take place each year concurrently with the election of Council members.
(e) VOTING. All votes of the Fellows shall be obtained by electronic vote, following the procedures set forth in these By-Laws or as determined by the Council.
(f) REMOVAL OF FELLOWS. The Council may revoke a person’s standing as a Fellow, if a two-thirds majority of the voting members of the Council (excluding the Fellow at issue (who shall abstain), if such Fellow is a voting member of the Council at time of such vote) conclude that there is substantial evidence (as defined in the Rules and Procedures) establishing that a Fellow violated the Society’s Professional Code of Conduct. Such vote revoking their status as a Fellow shall be sufficient for procedural purposes to remove such former Fellow from any non-appointed position then held within the Society. For the avoidance of doubt, if the Fellow also holds any appointed position, the Executive Committee or the person making appointments to such position may choose to remove such Fellow from such appointed position.
ARTICLE IV.
Council
Section 1. MEMBERS
The affairs and general business of the Society shall be managed by a Council consisting of a minimum of twenty (20) members and a maximum of thirty six (36) members. The voting members of the Council shall be the President, the two Vice-Presidents, the most recently retired President of the Society (the “Past President”), and other members, in a number proportional to Society membership in each region as determined by the Council, elected by the Fellows. The number and country composition of the regions shall be determined by the Council. The Council shall be chaired by the President of the Society. The Executive Vice-President and the Editors of the Society journals shall be nonvoting members of the Council, unless they are already elected members of the Council.
The terms of elected members of the Council shall be four (4) years, except that if a Council member has been elected as an at-large member (an “At-Large member”) of the Executive Committee, then such Council member’s term shall be extended until the end of his or her term on the Executive Committee.
Section 2. QUORUM
A majority of the members of the Council shall constitute a quorum for the transaction of business at any meeting or electronic vote of the Council. Members of the Council may participate in any Council meeting, and be counted for purposes of determining whether a quorum is present for voting, by appearing in person or by telephone or other technology which permits participation. Any act by a majority of the Council members present at a meeting or electronic vote at which a quorum is present shall be an act of the Council, unless a greater number is otherwise required for the specified act by these By-Laws.
Section 3. POWERS OF COUNCIL MEMBERS
Subject to the limitations of the Certificate of Incorporation and other sections of these By-Laws, all corporate powers of the Society shall be exercised by or under the authority of, and the business and affairs of the Society shall be controlled by, the Council. Any activities which fall within the sphere of interest of the Society may be authorized by the Council, such as the publication of scholarly journals and research monographs, and the organization of regional meetings and World Congresses.
Section 4. NOMINATION OF COUNCIL MEMBERS
The nomination of candidates for the Council shall be conducted annually by the Nominating Committee for Officers and Council. The Nominating Committee for Officers and Council shall consist of seven Council members appointed by the President, which includes the President, the First Vice-President and the Past President, but excludes the Second Vice-President. The Past President shall serve as Chair. The rules for appointment of the Nominating Committee for Officers and Council shall be determined by the Council.
In addition to appointees chosen by the President, the Nominating Committee for Officers and Council shall include any Fellow of the Society nominated by petition of not less than ten percent of the Fellows. No Fellow can petition for more than one nominee.
The Nominating Committee for Officers and Council shall submit two (2) candidates for each vacant seat on the Council. Nominees must be Fellows, except in those cases determined by the Council in which nominees could be general members.
An additional nomination for each vacant seat on the Council may be made by petition of not less than fifteen percent of the Fellows. No Fellow can petition for more than one nominee.
Section 5. ELECTION OF COUNCIL MEMBERS
Council members shall be elected every year by electronic vote of the Active Fellows. Council elections shall occur each year at a time determined by the Council. Fellows shall vote on all Council member candidates. The voting procedures shall be determined by the Executive Committee subject to approval by the Council. Any former Council member may not again be eligible for election to the Council until two years have elapsed since the expiration of their prior term.
Section 6. REGULAR MEETINGS
The Council shall meet at the site of the World Congresses of the Society. At any other time, the Council may conduct its business by video or audio conference call or email; provided, however, that for any action required by law or these By-Laws to be taken at a meeting of the Council or any committee of the Council, such action may be taken without a meeting only if a consent in writing (email being sufficient) is in place pursuant to Article IV, Section 11. The Council may provide, by resolution, the time and place of additional regular meetings.
Section 7. SPECIAL MEETINGS
. Special meetings of the Council may be called by or at the request of the President, or one third of the members of the Council. The person or persons authorized to call special meetings of the Council may fix any time for holding any special meeting of the Council called by them. All special meetings of the Council may be conducted by video or audio conference call.
Section 8. NOTICE
Electronic notice of any meeting of the Council shall be given to each member of the Council at least twenty (20) days before such meeting. No advance notice shall be required for an electronic vote of the Council members.
Section 9. RESIGNATION
Any Council member may resign at any time by giving electronic or other written notice to the President. A resignation need not be accepted to be effective.
Section 10. COMPENSATION
No member of the Council shall receive any compensation for his or her services as Council member of the Society. Council members may be reimbursed for reasonable expenses incurred in the performance of their duties, pursuant to such policies and procedures as may be adopted by the Council.
Section 11. ACTION WITHOUT MEETING
Any action required by law or these By-Laws to be taken at a meeting of the Council or any committee of the Council may be taken without a meeting if a consent in writing (email being sufficient) setting forth the action so taken shall be signed by the number of members constituting a quorum of the Council or such committee of the Council.
Section 12. REMOVAL OF COUNCIL MEMBERS
Any member of the Council may be removed from office at any time by a two-thirds majority vote of the Council members then in office (excluding the Council member at issue, who shall abstain) pursuant to the Rules and Procedures. Removal of a Council member from the Council does not imply removal from all roles that such Council member may have in the Society.
ARTICLE V.
Officers
Section 1. OFFICERS
The Officers of the Society shall be a President, a First Vice-President, a Second Vice-President, a Past President, and an Executive Vice-President. In addition to the powers and duties of the Officers of the Society set forth in these By-Laws, they shall have such powers and perform such duties in the management of the Society as the Council from time to time may prescribe.
Section 2. NOMINATION OF OFFICERS
The nomination of candidates for Officers shall be conducted annually by the Nominating Committee for Officers and Council, except that the nomination of candidates for Executive Vice-President shall be conducted every five (5) years by the Executive Committee.
The Nominating Committee for Officers and Council shall nominate one (1) candidate for President, one (1) candidate for First Vice-President and two (2) candidates for Second Vice-President. Every five (5) years, the Executive Committee shall nominate one (1) candidate for Executive Vice-President. The candidate for President shall be the then-serving First Vice-President. The candidate for First Vice-President shall be the then-serving Second Vice-President. The candidates for Second Vice-President shall be Active Fellows and may not be from the same region as the previously elected Second Vice-President.
An additional nomination for Second Vice-President may be made by petition of not less than fifteen percent of the Fellows. No Fellow can petition for more than one nominee.
Section 3. ELECTION OF OFFICERS
The Officers of the Society shall be elected annually by electronic vote of the Active Fellows. The election of the Officers shall take place each year concurrently with the election of Council members. The voting procedures shall be determined by the Executive Committee subject to approval by the Council.
Section 4. TERM OF OFFICE
. The term of the President, the First Vice-President, the Second Vice-President, and the Past President shall be one (1) year and none of them may serve more than one (1) term in such office. The term of the Executive Vice-President shall be five (5) years. The Executive Vice-President shall serve no more than two (2) consecutive five (5) year terms.
Section 5. VACANCIES
Officer vacancies may be filled by a vote of the majority of the Council members then in office.
Section 6. REMOVAL OF OFFICERS
Any Officer of the Society may be removed from office at any time by a two-thirds majority of the Council members then in office (excluding the Officer at issue (who shall abstain), if such Officer is a voting member of the Council at time of such vote) or otherwise pursuant to the Rules and Procedures.
Section 7. PRESIDENT
The President shall be the chief operating officer of the Society and shall supervise the business and affairs of the Society. The President may sign, with any other proper Officer of the Society so authorized by the Council, contracts or other documents which the Council has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other Officer or agent of the Society, or shall be required by law to be otherwise signed or executed.
Section 8. FIRST VICE-PRESIDENT
In the event of the absence or disability of the President, the First Vice-President shall perform all the duties of the President and in so acting shall have all the powers of the President. The First Vice-President shall serve as a member of the Executive Committee and shall also perform such other duties as assigned by the President.
Section 9. SECOND VICE-PRESIDENT
The Second Vice-President shall serve as a member of the Executive Committee and shall also perform such other duties as assigned by the President.
Section 10. PAST PRESIDENT
The Past President shall serve as a member of the Executive Committee and shall also perform such other duties as assigned by the President.
Section 11. EXECUTIVE VICE-PRESIDENT
The Executive Vice-President shall: (a) record the minutes of the meetings of the Council and the Executive Committee; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be a custodian of the corporate records of the Society; (d) maintain the files, records and correspondence of the Society; (e) oversee the collection of all monies; (f) make all authorized payments; (g) maintain complete financial records of receipts and expenditures of funds and (h) such other duties as assigned by the President or directed by the Council.
Section 12. COMPENSATION
Except for the Executive Vice-President, no Officer shall receive any compensation for his or her services as Officer of the Society. The compensation of the Executive Vice-President shall be as determined by the Executive Committee. Officers may be reimbursed for reasonable expenses incurred in the performance of their duties, pursuant to such policies and procedures as may be adopted by the Council.
ARTICLE VI.
Committees and Appointees
Section 1. EXECUTIVE COMMITTEE
The Executive Committee shall be a subcommittee of the Council with the ordinary decision making authority of the Society. To the extent that such powers are not specifically reserved solely to the Council by law, the Executive Committee shall have all of the powers and authority of the Council in the intervals between meetings of the Council. The Executive Committee shall meet at least once per fiscal year to review operations during the immediately preceding year and transact such other business as may be properly brought before the meeting. The President shall set the time and place for the meetings of the Executive Committee. At all other times, it may conduct its business by conference call or email.
The Executive Committee shall have seven (7) voting members: the President, the First and Second Vice-President, and four (4) At-Large members elected by the Council. The Past President, the Executive Vice-President and the Editors of the Society journals shall be nonvoting members of the Executive Committee.
Each At-Large member of the Executive Committee shall hold office for a four (4) year term. When an At-Large member is elected Second Vice-President, a new member will be elected to complete the remaining term. If this term is one or two years, the new member would be eligible for immediate reelection. Council members that are Editors or Co-Editors of the Society’s journals cannot be At-Large members of the Executive Committee.
At-Large members shall be elected annually by electronic vote of the Council. The voting procedure shall be determined by the Executive Committee subject to approval by the Council. The At-Large members shall come from at least three different regions.
Section 2. OTHER COMMITTEES
The Council, by resolution adopted by a majority of its members, may designate one or more committees each of which will consist of three (3) or more members. The committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Council in the management of the Society; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Council, or any individual Council member, of any responsibility imposed upon it, him or her by law.
Section 3. REGIONAL STANDING COMMITTEES
Regional activities of the Society, such as regional meetings, shall be organized by Regional Standing Committees. The voting members of each Regional Standing Committees shall be the Council members (including Officers) from the region and other members who shall be determined pursuant to the Rules and Procedures.
Each Regional Standing Committee shall be chaired by the first member of the following list that resides in the region: the President, the First Vice-President, the Second Vice-President, and the Past President. If none of these Officers reside in the region, the President shall appoint a Council member in the region to serve as Chair.
Section 4. REMOVAL OF APPOINTEES
Persons in appointed positions in the Society, including, but not limited to, members of committees, Editors, Co-Editors, Data Editors or Associate Editors of any Society journal or monograph series and appointed Chairs of Regional Standing Committees, may be removed from their position by a majority vote of the Executive Committee (excluding the appointee at issue (who shall abstain), if such appointee is a voting member of the Executive Committee at time of such vote) at any time pursuant to the Rules and Procedures. In cases where an appointment is not made by the Executive Committee, the person making appointments to this position may also remove said appointees. For example, an Editor of one of the Society’s journals may remove an Associate Editor of that journal. In cases of individuals serving in multiple roles in the Society, removal from one role does not imply removal from all roles.
ARTICLE VII.
Miscellaneous
Section 1. CONTRACTS
The Executive Committee may authorize any Officer(s) or agent(s) of the Society, in addition to the Officers so authorized by these By-Laws, to enter into any contract in the name of and on behalf of the Society, and such authority may be general or confined to specific instances. The President and the Executive Vice-President are authorized by these By-Laws to open checking or other accounts in the name of and on behalf of the Society.
Section 2. APPROVAL OF EXPENSES
The Executive Vice-President must approve payments of expenses by the Society within guidelines established and approved by the Executive Committee.
Section 3. CHECKS, DRAFTS, ETC
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by such Officer(s) or agent(s) of the Society pursuant to such policies and procedures as may be adopted by the Executive Committee.
Section 4. FISCAL YEAR; FINANCIAL STATEMENTS
The fiscal year of the Society shall begin on the first day of January in each year and end on the last day of December in the same year; provided, however, that the Council may designate any other period allowable under the Code or any future federal tax code as the fiscal year of the Society. The annual financial statements of the Society shall be audited by an independent auditor selected by the Executive Committee.
Section 5. BOOKS AND RECORDS
The Society shall keep correct and accurate minutes of the proceedings of the Council and committees having any of the authority for the Council. The Society shall also keep the original copy of these By-Laws, including all amendments and alterations there to date. Such books and records may be kept (subject to any provision in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Council.
Section 6. SEVERABILITY
If any portion or provision of these By-Laws shall for any reason be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions or provisions hereof shall nevertheless remain in full force and effect, as if such unenforceable portion of provision had never been a part hereof.
Section 7. GOVERNING LAW
These By-Laws shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles.
ARTICLE VIII.
Amendments
Section 1. AMENDMENTS
The Certificate of Incorporation and By-Laws of the Society may be amended, revised or repealed only on a resolution of the Council which is ratified by a two-thirds majority of the Active Fellows.
ARTICLE IX.
Indemnification and Insurance
Section 1. INDEMNIFICATION
Any person made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a member of the Council, Officer of the Society, or Editor of one of its journals shall be indemnified by the Society against any and all liability and the reasonable expenses, including attorneys’ fees and disbursements, incurred by him or her in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding that such member of the Council, Officer, or Editor is liable for intentional misconduct or a knowing violation of law in the performance of his or her duties or for any transaction from which the member of the Council or Officer derived an improper personal benefit. Such rights of indemnification shall not be deemed exclusive of any other rights to which such member of the Council, Officer of the Society, or Editor of one of its journals may be entitled apart from this provision.
Section 2. INSURANCE AND OTHER INDEMNIFICATION
The Council shall have the power to (i) purchase and maintain, at the Society’s expense, insurance on behalf of the Society and on behalf of others to the extent that power to do so has been or may be granted by statute, (ii) advance reasonable expenses, including attorney’s fees and disbursements, incurred by a member of the Council, Officer of the Society or Editor of one of its journals in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein, upon receipt of an undertaking to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Society, and (iii) give other indemnification to the extent permitted by law.
ARTICLE X.
Dissolution
Section 1. DISSOLUTION
Upon the dissolution of the Society, any assets remaining after paying or providing for all debts and obligations of the Society shall be distributed to one or more organizations then exempt from federal income tax by reason of being described in Section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, to be selected by the Council, subject to the restriction that no distribution will be made which would subject the Society or any of its members to any termination tax.
